Constitution & Bylaws
The Constitution
& Bylaws of the Norman F. Miller Gynecologic Society
Founded in Ann Arbor, Michigan
September 26, 1956
CONSTITUTION
ARTICLE I: Name
The name of this organization shall be the NORMAN F. MILLER GYNECOLOGIC
SOCIETY, hereinafter sometimes referred to as the Society.
ARTICLE II: Objective
The objective of this society is to promote the cause and extend
the knowledge of obstetrics and gynecology through the exchange
of professional information relating to this specialty in medicine.
This society was established to honor Dr. Norman F. Miller by physicians
who were trained by him in appreciation for his guidance and teaching
in this field. This Society shall strive to perpetuate his ideals
and philosophy in the care of women and to extend his inspiration
to other obstetricians and gynecologists under the continuing tutelage
of the chair of the Department of Obstetrics and Gynecology at the
University of Michigan Medical Center and through the vitality of
its membership.
ARTICLE III: Membership
The Norman F. Miller Gynecologic Society shall consist of active,
life and honorary members.
Section I: Active Membership
A. Physicians shall be eligible for active membership when they
are nearing completion of the formal house officer training in
the Department of Obstetrics and Gynecology at the University
of Michigan Medical Center. Such membership may begin during the
final year of this training. The chair of the Department of Obstetrics
and Gynecology must nominate and endorse the candidate for membership
in this society. The election to membership of new candidates
shall take place at the next regular meeting of the society, a
three fourths (3/4) affirmative vote of members present at the
business meeting necessary for election to active membership.
B. Physicians are also eligible for active membership if they
are or have been a member of the permanent staff of the Department
of Obstetrics and Gynecology at the University of Michigan Medical
Center without respect to the location of his residency training.
The chair must nominate and endorse a staff member for membership
in this society. The election to membership of new candidates
shall take place at the next regular meeting, a three fourths
(3/4) affirmative vote of the members present at the business
meeting necessary for election to active membership.
Section II: Life Membership
If so desired, a member may elect life membership anytime after
attaining the age of 60 years or for reasons of health, retirement,
or extenuating circumstances. Life members shall have all of the
privileges and responsibilities of active members except they
shall pay no dues but shall pay special assessments, shall have
no vote and shall not hold office. Notification of desire to elect
life membership should be given by the member to the secretary
four weeks before a regularly scheduled meeting of the society.
Section III: Honorary Membership
Honorary members may include those physicians who trained in
Obstetrics and Gynecology at the University of Michigan Medical
Center prior to Dr. MillerÕs tenure or who are physicians or other
persons of distinction whose relationship to the Department of
Obstetrics and Gynecology or the specialty of obstetrics and gynecology
would warrant this honor. Nominations of honorary membership shall
be reviewed by the executive council. The election to honorary
membership shall take place at the next regular meeting, a three
fourths (3/4) affirmative vote of members present at the business
meeting necessary for election to honorary membership. Honorary
members shall pay not dues or special assessments, shall have
no vote and shall not hold office.
ARTICLE IV: Officers and Executive Council
Section I: Officers
The officers of this society shall consist of the president,
a president-elect (serving as vice president), the immediate past
president, a secretary, a treasurer and nine councilors. The officers
and the nine councilors constitute the executive council.
Section II: Particulars of Office
Dr. Norman F. Miller shall serve as honorary president during
his lifetime.
The president shall not succeed himself. At the expiration of
the presidentÕs term, the president-elect shall automatically
become president and shall then serve until the next regular meeting
of the society. The president-elect shall assume the office of
president in case of incapacitating illness or death of an incumbent
president during the term of office, the president-elect then
also continuing in office during the year to which they were elected.
The secretary and treasurer may be re-elected to establish the
necessary continuity for proper conduct of the business of the
society for a period not to exceed five (5) years.
All terms of office shall be for one year or until the next regular
meeting of the society, except for the councilors who will serve
three year terms. Councilors may be re-elected after a lapse of
one term of office. Three councilors shall be elected at each
regular meeting so that there is an overlap of the membership
in this office.
Section III: Executive Council
The executive council will meet prior to the business meeting
of the society and at such other times as are necessary to the
welfare of the society. The executive council members shall be
aware of the wishes and sentiments of the membership of the society
so that the business conducted will reflect the opinions and desires
of the society so that the business conducted will reflect the
opinions and desires of the society. The council will conduct
all business of the society not herein reserved for the active
membership. The council shall transact all business required to
carry out the objectives of the society arising in the interim
between regular meetings. The council shall determine the annual
dues and any special assessment of members. Vote by mail or telephone
ballot may be carried out.
ARTICLE V: Annual and Special Meetings
Section I: Annual Meeting
The annual or regular meeting of the society is closed to all
but active members, life members, honorary members and invited
guests as approved by the executive council.
Section II: Location of Meeting
Every third meeting of the society shall be held in Ann Arbor.
Members or other interested individuals shall host the meetings
in other cities in the intervening years. Invitations shall be
reviewed and accepted by the executive council with a continuing
awareness by the council to the convenience of the membership
residing in different geographic areas as each site is selected.
Section III: Special Meeting
Special meetings of the society may be called by the executive
council of the society.
Section IV: SCIENTIFIC MEETING
The scientific session shall be arranged by the executive council
working in conjunction with the members residing at the place
of the meeting who shall constitute an arrangements committee.
Section V: Business Meeting
A business meeting shall be held in conjunction with each regular
meeting. Robert's Rules of Order shall govern the proceedings
of the business meeting of the society which shall be attended
only by active members of the society. The order of business at
the business meeting shall be:
- Reading of minutes of the last meeting
- Report of the executive council
- Report of the secretary-treasurer
- Report of other committees
- Unfinished business
- New business
- Election of officers
- Adjournment
A majority of all active members present at the business meeting
shall constitute a quorum for the transaction of the business
of the society.
ARTICLE VI: Amendment to the Constitution
This constitution may by amended by a three-fourths (3/4) affirmative
vote of all members present at the business meeting. Amendment to
the constitution may be made only when the intent of the proposed
amendment has been presented to the membership at a regular meeting
immediately preceding the meeting at which the vote is taken. The
proposed amendment shall be made available in writing to the membership
at least three (3) months prior to the next regular meeting.
ARTICLE VII: Amendment to Article III, Section 1B of the Constitution
(1991 meeting minutes)
A physician is also eligible for active membership if he/she is
or has been a member of the permanent staff of the Department of
Obstetrics and Gynecology at the University of Michigan Medical
Center or St. Joseph Mercy Hospital without respect to the location
of his/her residency training. The chair must nominate and endorse
the staff member for membership in this society. The election to
membership of new candidates shall take place at the next regular
meeting, and a three-fourths (3/4) affirmative vote of members present
at the business meeting is necessary for elective to active membership.
ARTICLE VIII: Amendment to Article III, Section 1C of the Constitution
(1991 meeting minutes)
The physician who is serving or may have completed a residency
elsewhere may be eligible for active membership if he/she has completed
two (2) months or more in residency, post-residency training, or
in a fellowship in the Department of Obstetrics and Gynecology at
the University of Michigan Medical Center. The chair must nominate
and endorse the candidate for membership in this society. The election
to membership of new candidates shall take place at the regular
meeting, and three-fourths (3/4) affirmative vote of members present
at the business meeting is necessary for election to active membership.
ARTICLE IX: Amendment to the Constitution (1993 meeting minutes)
Residents of St. Joseph Mercy Hospital with at least two (2) months
experience in the Department of Obstetrics and Gynecology at the
University of Michigan Medical Center and staff members at St. Joseph
Mercy Hospital with clinical appointments at the University of Michigan
shall be eligible for membership in the society. [HOPE HAEFNER NOTED
THAT THIS NEEDS CLARIFICATIONÑ4TH YEAR]
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BYLAWS
ARTICLE I: Duties of Officers
- The president shall be expected to preside at all meetings,
shall appoint all committees not otherwise herein provided for,
shall act as chairman of the executive council, and shall perform
all duties usually pertaining to this office.
- The president-elect (vice president) and immediate past president
shall assist the president in the performance of his executive
duties and in the conduct of all meetings. In the absence of the
president, (1) the president-elect or (2) the past president shall
preside at all meetings.
- The secretary shall conduct all correspondence of the society
and will
- notify new members (active, life and honorary) of their
election to membership.
- notify the membership of the time and place of regular and
special meetings of the society and of the executive council
well in advance of the date of their meetings.
- prepare an agenda for the meetings of the society and of
the executive council.
- compile and distribute minutes of all transactions that
are of importance to the society.
- be secretary to the executive council.
- keep the president informed of all problems or concerns
of the society between the scheduled meetings of the society
or executive council.
- notify by letter those physicians who are eligible for
active membership, explaining the aims, prerogatives and responsibilities
of membership in this society after the physician is nominated
and endorsed for membership by the chair of the department.
- periodically distribute a membership roll with current addresses
of all members.
- The treasurer shall keep all financial records of the society
and shall collect all dues and assessments and pay all debts.
Bank accounts for society funds shall be maintained by the treasurer.
He shall perform all other duties as may reasonably be expected
of a treasurer, including the report of the financial status of
the society at each business meeting. The financial books shall
be audited annually by three (3) active members of the society
who will authenticate, in writing in the ledger, the accuracy
of the financial books prior to each regular meeting.
ARTICLE II: Nomination and Election of Officers
The executive council shall constitute the nominating committee
and shall select candidates for office prior to each business meeting.
The chair of the nominating committee shall be the immediate past
president of the society. The nominations for office will be presented
at the business meeting of the society. A two-thirds (2/3) affirmative
vote of all active members present at the business meeting shall
elect to office.
- The nominating committee in choosing candidates for nomination
to office shall take into consideration age, geographic residence
and evidence of interest in the society as criteria for eligibility
for office.
- The nine councilors elected at large from the membership to
the executive council shall maintain communication with the membership
of the society in order that they can properly reflect the opinion
and desires of the society at executive council meetings and at
business meetings.
- Any vacancy occurring in an office other than president between
regular meetings shall be filled for the remainder of that year
by action of the executive council.
- Any active member of the society shall have the privilege of
nominating candidates for office at the business meetings.
ARTICLE III: Dues, Special Assessments and Financial Programs
- There is no initiation fee required to join this society.
- Each active member shall pay annual dues including the first
year of membership in the society. The executive council shall
determine the dues for the following year. Life and honorary members
shall pay no dues.
- The expenses of the regular meetings shall be prorated by a
special assessment among the active and life members attending
the meeting. The amount of this assessment is to be determined
by the executive council. The executive council may also use funds
in the treasury to help pay a portion of the costs of a special
or regular meeting.
- Delinquency in dues. Any active member who is delinquent in
payment of dues for two (2) years shall be notified by letter
from the treasurer of this debt. If the member fails to respond
with full payment of the dues in arrears within 30 days, this
member shall be dropped from active membership and placed on a
list of members with outstanding dues. Active membership shall
be reinstated when the dues in arrears for the two (2) years are
paid in full. No dues shall be levied while the member is on the
list of members with outstanding dues. The executive council may
act at the request of a member to retain him as an active member
if the delinquency is due to ill health or hardship.
- Special financial programs. The society may engage in special
financial programs, scholar funds, sponsorship of lectures and
other projects in support of the Department of Obstetrics and
Gynecology at the University of Michigan Medical Center or elsewhere
in promoting the specialty of obstetrics and gynecology. Such
special financial programs shall be recommended to the membership
by the executive council and receive a two thirds (2/3) affirmative
vote of all active members present at any business meeting before
their initiation.
ARTICLE IV: Membership Certificate
A certificate of membership, protected by patent or copyright,
shall be made available to each active and honorary member of the
society after election to membership in this society.
ARTICLE V: Amendment to the Bylaws
These bylaws may be amended by a two thirds (2/3) affirmative vote
of all members present at the business meeting. Amendment to the
bylaws may be made only when the intent of the proposed amendment
has been presented to the regular meeting immediately preceding
the meeting at which the vote is taken. The proposed amendment shall
be made available in writing to the membership at least three (3)
months prior to the next regular meeting.
Amendment to Article III, Section 1B of the Bylaws (1989 meeting
minutes)
A period of a minimum of one (1) year shall have passed since
a faculty member has become part of the Department of Obstetrics
and Gynecology before he/she be considered for membership.
Amendment to Article III, Section 1C of the Bylaws (1989 meeting
minutes)
Concerning the inclusion of residents who trained at St. Joseph
Mercy Hospital, it was decided that it was the clear intent that
these individuals be included in that they were in an affiliated
program and could be considered to have spent their residency
training with the Department of Obstetrics and Gynecology at the
University of Michigan Medical Center and, therefore, no specific
change in the wording was required.
Amendment to Article IV, Section 1 (1989 meeting minutes)
Discussion ensued concerning the fact that when we do have meetings
every other year that electing three counselors at each meeting
does not yield nine counselors on the council. As we will be returning
to yearly meetings in the near future, it was decided not to make
any change in the current wording. Amendment to Article IV, Section
2, Paragraph 4 (1989 meeting minutes) The beginning phrase, Òall
terms of office shall be for one year or until the next regular
meeting of the societyÓ was deleted with that paragraph now beginning
Òthe counselors will serve three-year termsÓ and then completing
the rest as is.
Amendment to Article V, Section 1 (titled ÒAnnual MeetingÓ) (1989
meeting minutes)
This will now be titled ÒAnnual Business MeetingÓ and will read
Òthe annual business meeting of the society is closed to all but
active members, life members, honorary members, and invited guests
as approved by the executive council."
Amendment to Article V, Section 2 (titled ÒLocation of MeetingÓ)
(1989 meeting minutes)
A new first sentence will read ÒThe location and timing of the
meetings will be determined by the executive council and a meeting
will be held in Ann Arbor at least every three years.
Amendment to Article V, Section 4 (1989 meeting minutes)
A discussion of whether to change the working of this to encompass
the current activity of having a primary host for each site was
undertaken, and it was decided to continue with the current wording.
The secretary will draft a list of appropriate bylaw changes to
be circulated to the membership at least 60 days prior to the
next meeting.
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